EXHIBIT 4.4
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
Amendment No. 1, dated as of March 31, 1999 (the "Amendment"),
among NTL Incorporated, a Delaware corporation (the "Company"), NTL
Communications Corp., a Delaware corporation ("Holdco"), which is a direct
wholly owned subsidiary of the Company, and Continental Stock Transfer &
Trust Company, a New York corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of October 13, 1993 (the "Rights Agreement"); and
WHEREAS, the Distribution Date (as defined in the Rights Agreement)
has not occurred, and that accordingly, the Company and the Rights Agent
hereby amend the Rights Agreement in accordance with Section 27 thereof;
and
WHEREAS, on March 26, 1999, the Company, Holdco and NTL Mergerco,
Inc., a Delaware corporation ("Merger Sub"), which is a direct wholly-owned
subsidiary of Holdco and an indirect wholly owned subsidiary of the
Company, entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which, among other things, Merger Sub shall be
merged with and into the Company in accordance with Section 251(g) of the
General Corporation Law of the State of Delaware (the "Merger"), with the
Company continuing as the surviving corporation (the "Surviving
Corporation") and as a wholly-owned subsidiary of Holdco;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Incorporation of "Merger" and "Merger Agreement" as
Defined Terms of Rights Agreement. The terms "Merger" and "Merger
Agreement" and the respective definitions of such terms as set forth in the
preamble of this Amendment are hereby incorporated in the Rights Agreement
under the heading "Certain Definitions" in Section 1 thereof.
Section 2. Amendment to Definition of "Acquiring Person." Section
1(a) of the Rights Agreement is hereby amended to add the following
sentence after the last sentence thereof: Notwithstanding the foregoing,
neither Holdco nor any of its Affiliates shall become an Acquiring Person
as a result of the execution of the Merger Agreement or the consummation of
the Merger.
Section 2. Holdco as Successor to the Company. Pursuant to Section
28 of the Rights Agreement, upon consummation of the Merger, all the
covenants and provisions of the Rights Agreement by or for the benefit of
the Company shall bind and inure to the benefit of Holdco.
Section 3. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments shall be effective as
of the date hereof, and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such
State applicable to contracts made and to be performed entirely within such
State.
Section 6. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
Attest: NTL INCORPORATED
/s/ Xxxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxxx
-------------------------- -------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President,
General Counsel and Secretary
Attest: NTL COMMUNICATIONS CORP.
/s/ Xxxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxxx
-------------------------- ---------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President,
General Counsel and Secretary
Attest: CONTINENTAL STOCK
TRANSFER & TRUST COMPANY
as Rights Agent
/s/ Xxxxxxx Xxxxxx By /s/ Xxxxx Xxxxxx
--------------------------- ----------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President Title: Chairman
